The Children's Internet, Inc. Announces Definitive Agreement in Principle to Merge
Market Wire, June, 2008
The Children's Internet, Inc. (OTCBB: CITC) ("TCI" or the "Company") today announced that it has signed a Definitive Agreement in Principle to Merge (the "Agreement") with The Children's Internet Holding Company LLC ("TCI Holding"), an investor group led by Richard J. Lewis III. TCI Holding and the Company believe it is in their best interests to combine the businesses of TCI Holding and the Company by the merger of TCI Holding into the Company. The Agreement defines the terms and conditions of the proposed merger. The Agreement provides that TCI Holding and the Company will use their best efforts to complete the proposed merger by no later than the end of June 2008 (the "Closing").
At the Closing, the Company will issue to TCI Holding 30 million shares of the Company's common stock in exchange for 100% of TCI Holdings equity interests.
In addition, at the Closing, the Company will issue 8 million shares of TCI common stock into escrow to be distributed to Two Dog Net ("TDN") shareholders on a pro rata basis. Further, at the Closing, TDN will transfer to the Company all of its intellectual property in consideration for the 8 million shares to be distributed to TDN shareholders.
Also, at the Closing, the Company will issue 6 million shares of TCI common stock into escrow to be distributed to creditors of the Company, TDN and Shadrack. Creditors shall be defined as, all obligations for borrowed money by any "person" and as evidenced by note or similar instrument; provided however, the "person" is not Nasser or Sholeh Hamedani or their affiliates; and provided further that the borrowed money was used beneficially by TDN, the Company or Shadrack in furtherance of the Company's business.
In addition, at the Closing, the following outstanding shares and options will be cancelled and returned to the Company without further consideration:
1. All shares of the Company's common stock held by Shadrack
(approximately 14 million shares); and
2. The option to purchase 18 million shares of the Company's common
stock held by TDN.
Further, at the Closing, all current members of the Company's Board of Directors (the "Board") will resign and new members of the Board will be appointed by TCI Holding.
Finally, TCI Holding covenanted under the terms of the Agreement that after the execution of the Agreement it would immediately commence to use its best efforts to raise at least $1.5 million in equity funding for the Company to be closed on or after the Closing.
"I am extremely pleased that the Company and TCI Holding have been able to negotiate this merger between the parties. While there are still a number of hurdles to overcome, this is a big step forward," said Mr. Lewis, Managing Member of TCI Holding.
Mr. Tyler Wheeler, acting TCI CEO added, "In the interest of preserving all of the time, effort and financial investment made over the past several months, we were committed to working together in order to help the Company reach its full potential."
Completion of the Transaction is subject to various conditions and is expected to occur in June 2008. Further details of the agreement will be found in the Company's Form 8-K which will be filed on or before June 9, 2008, which will be available on the SEC's website: www.sec.gov .
About The Children's Internet, Inc.
The Children's Internet, Inc., http://www.ChildrensInternet.com is the exclusive distributor of the multiple award-winning The Children's Internet® membership-based service created just for kids. The Children's Internet is the most comprehensive, secure Internet service and "educational super portal" for children, pre-school to junior high, providing them with SAFE, real-time access to the best pre-approved educational and entertaining web pages accessed through a kid-friendly search engine. The Children's Internet provides kids with a rich array of easy-to-use applications, including secure e-mail, search engine, homework help, games, news, learning activities and virtually limitless educational resources all within its protected online community.
Forward-Looking Statements
This press release may be deemed to contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements are made as of today's date and we do not undertake any obligation to update forward-looking statements. You can identify such statements by our use of such words as "should," "expect," "will," "intends," and similar words and phrases which denote future events and which may depend on the future performance of the Company. Specifically, these include statements as to the expected percentage ownership in TCI upon completion of the transaction, the terms of any agreement with the SEC and whether or not the transaction will be consummated. Our assumptions underlying these statements are also "forward-looking" statements. Forward-looking statements are based on information and assumptions that are dynamic in nature and subject to rapid and sometimes abrupt changes. Our forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those stated or implied by the statements. Our forward-looking statements are also subject to important risks and uncertainties detailed in our latest reports filed with the SEC and available on its website at www.sec.gov .
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